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Article 4: Members Meetings

4.1 Any Members Meeting may be called by the Board or the President/Chair.

4.2 Written notice of the time and place of any Members Meeting shall be provided to the Members by any of the following means:

4.2.1 by mail to each Member entitled to vote at such meeting during a period of twenty-one (21) to sixty (60) days (exclusive of the day on which the notice is delivered or sent but inclusive of the date of such meeting for which the notice is given) before the day on which such meeting is to be held; or

4.2.2 by telephonic, electronic or other communication facility to each Member during a period of twenty-one (21) to thirty-five (35) days before the day on which such meeting is to be held.

4.3 The notice in section 4.2 hereof shall contain a summary of the business to come before the meeting.

4.4 The Board shall call a Special Meeting in accordance with Section 167 of the Act upon written requisition of Members of any class carrying not less than five percent (5%) of the total Members’ votes in that class. Such requisition shall express the object of the meeting and shall be mailed to the Chief Executive Officer of Skate Canada as well as the President/Chair. If neither the Board nor the President/Chair calls a Special Meeting within twenty-one (21) days of receiving such requisition, any Member who signed the requisition may call the Special Meeting to address the object of the meeting so requisitioned. The only items to be discussed at a Special Meeting shall be those specified in the requisition.

4.5 Subject to the regulations under the Act, any class of Members may make a proposal to the Annual Meeting if such proposal is signed by not less than five per cent (5%) of the Members in that class who are entitled to vote at the meeting at which the proposal is to be presented. Any proposal shall be sent to the Members in accordance with the notice requirements and timelines set forth in the Bylaws.

ANNUAL MEETING

4.6 The Annual Meeting shall be held in Canada at such time and place as determined by the Board and announced at the preceding Annual Meeting.

4.7 The order of business at an Annual Meeting shall be as determined by the Board or as required by the Act or other relevant legislation

MEMBERS MEETINGS BY TELECONFERENCE AND OTHER ELECTRONIC MEANS

4.8 Any person entitled to attend a Members Meeting may meet by teleconference and/or other electronic means that permits such person to communicate adequately with other persons so entitled, provided that:

4.8.1 The Board addresses the mechanics and security issues related to holding such a meeting including the requirements for establishing quorum, and recording procedures; and

4.8.2 Each Member or other person entitled to be present has equal access to the specific electronic means to be used.

PARTICIPATION BY TELECONFERENCE AND OTHER ELECTRONIC MEANS

4.9 A Member or Delegate participating in a Members Meeting whether by telephone or other electronic means shall be deemed for the purposes of the Act to have been present at that meeting.

PERSONS ENTITLED TO ATTEND

4.10 Persons entitled to be present at a Members Meeting are Persons Entitled To Vote, the Board, Officers, the Section Chairs, the Auditor, the Chief Executive Officer of Skate Canada, employees of Skate Canada, Honorary Associates, and such other persons who are entitled or required under any provision of the Act to be present at the meeting.

4.11 Members Meetings shall be open to invited guests and to any Registrant having obtained sixteen years of age provided that such individual shall not be entitled to speak at such meeting and provided further that the Board may close any Members Meeting by Ordinary Resolution to those who are not entitled to vote.

4.12 Members, by Ordinary Resolution, may grant invited guests the right to speak at a Members Meeting.

CLUB/SKATING SCHOOL DELEGATES TO MEMBERS MEETINGS

4.13 Each Member of the <300 Clubs/Skating Schools Class and 300+ Clubs/Skating Schools Class is entitled to send one Delegate to a Members Meeting who shall have the right to cast such Member’s votes on all matters submitted to a vote at the Members Meeting.

4.14 The appointment of each Delegate shall be made in such manner as prescribed by the Board and shall apply for the Membership Year in which such appointment is made unless the Member appoints a replacement Delegate for that Membership Year.

QUORUM

4.15 One hundred and twenty-five (125) Persons Entitled to Vote present in person or present through the telephonic, electronic or other communication facility provided by Skate Canada and representing as least two thousand (2,000) votes shall constitute a quorum.

ABSENTEE VOTING

4.16 A Member or Delegate entitled to vote at a Members Meeting may vote by means of a telephonic, electronic or other communication facility if Skate Canada has a system that:

enables the votes to be gathered in a manner that permits their subsequent verification; andpermits the tallied votes to be presented to the Members without it being possible to identify how each Member or Delegate voted.

4.17 There will be no voting by proxy.

DETERMINING A MAJORITY VOTE

4.18 Abstaining voters are not counted in determining a majority.

4.19 A tie vote is defeated.

4.20 Except as otherwise provided in the Act or the Bylaws, a simple majority of the votes cast by the Delegates and Members present shall determine the motions in Members Meetings.

4.21 Unless a secret ballot is held, a declaration by the chair of the Members Meeting that a resolution has been carried or not and an entry to that effect in the minutes of Skate Canada shall be sufficient evidence of the fact without proof of the number or proportion of votes recorded in favour of or against such resolution.

ADJOURNMENT

4.22 Any Members Meeting may be adjourned to any time and place as determined by Ordinary Resolution of the Members at the meeting and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice will be required for any adjourned meeting.